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(a) Sales of Unregistered Securities
−Removed: Our offering (the “Convertible Note Offering”) of the 2.50% Convertible Senior Notes due 2027 (the “2027 Notes”) to the Initial Purchasers was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
−Removed: BridgeBio relied on this exemption from registration based in part on representations made by the Initial Purchasers in the purchase agreement for the 2027 Notes, including that the Initial Purchasers would only offer, sell or deliver the 2027 Notes to persons whom they believed to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act.
−Removed: The 2027 Notes and BridgeBio’s common stock issuable upon conversion of the 2027 Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements.
(b) Use of Proceeds from Public Offering of Common Stock
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333-231759 and 333-232376) relating to our IPO were declared effective by the SEC.
−Removed: On July 1, 2019, we issued and sold an aggregate of 23,575,000 shares of common stock (inclusive of 3,075,000 shares sold pursuant to the underwriters’ option to purchase additional shares) at a price of $17.00 per share for aggregate cash proceeds of $366.2 million, net of underwriting discounts and commissions of $28.1 million and offering costs of $6.5 million, upon the closing of our IPO.
−Removed: No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates, except for the following:
−Removed: KKR Capital Markets LLC, an underwriter in the IPO, received a portion of the underwriting discounts and commissions paid by us in connection with the IPO, and affiliates of KKR Capital Markets LLC own more than 10% of our common stock.
−Removed: Morgan Securities LLC, Goldman Sachs & Co.
−Removed: LLC, Jefferies LLC and SVB Leerink LLC are the representatives of the underwriters .
−Removed: There has been no material change in the planned use of proceeds from our IPO from that described in the Prospectus.
+Added: There has been no material change in the planned use of proceeds from our IPO from those that were described in the final prospectus filed pursuant to Rule 424(b) under the Securities Act and other periodic reports previously filed with the SEC.
(c) Issuer Purchases of Company Equity Securities
−Removed: BridgeBio used approximately $75.0 million of the net proceeds from the 2027 Note Offering to repurchase 2,414,681 shares of its common stock concurrently with the closing of the 2027 Note Offering from certain of the Initial Purchasers in privately negotiated transactions effected through one of the Initial Purchasers or an affiliate thereof concurrently with the pricing of the 2027 Notes.
−Removed: The agreed to purchase price per share of common stock in the Repurchases is equal to $31.06, which was the last reported sale price per share of BridgeBio’s common stock on the Nasdaq Global Select Market on March 4, 2020.
Defaults Upon Senior Securities.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.